


Warrior of the Omnitrix X

by Kyuubi16



Series: Warrior of the Omnitrix [1]
Category: Ben 10 Series, Naruto
Genre: Canon Rewrite, Crossover, Crossover romance, Doggy Style, F/M, Hetero Sex, Heterosexuality, Multi, Oral Sex, Original Character(s), Romance, Rough Sex, Woman on Top
Language: English
Status: In-Progress
Published: 2017-01-08
Updated: 2017-01-08
Packaged: 2018-09-15 18:40:28
Rating: Explicit
Warnings: Graphic Depictions Of Violence, Major Character Death
Chapters: 2
Words: 7,148
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/9250667
Author URL: https://archiveofourown.org/users/Kyuubi16/pseuds/Kyuubi16
Summary: It was supposed to be a simple camping trip until Ben Tennyson finds a mysterious device in the woods. At first it was simply contending with aliens, but soon he learns he is the transmigrant of a Shinobi hero. Now with the spirit of two heroes in one vessel the reborn hero will do everything in his power to protect the planet and his loved ones. Harem. romance.





	1. Ben X is Born!

Warrior of the Omnitrix  
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Ben x Harem  
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Author's Note

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Due to the FFN admin crackdown on my fics I had to delete and edited a lot of my content. For the unrated version of these stories and the missing stories go to AO3 or Archive of My Own to find my content. That is where you will find it. For why my chapters were taken down and reuploaded, that's just me trying to quickly export and reupload the fixed chapters. I am not losing my account so no complaining or crying about what is going on. I had to go through chapter by chapter and make sure there was no content that would get me flagged or deleted.

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Story Start  
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A youth of Caucasian descent with short brown hair and fairly athletic build was sitting on the park bench. He was looking at a picture in his hand of a beautiful young red-head.

One of the first things that stood out about her was her fiery orange hair, it was short in length, to about her upper back with a single bang protruding on the left side of her face. She had sparkly light green eyes that were captivating. She also wore a shirt that was a mixture of dark blue around the sleeves and shoulders and light blue covering the rest of her torso and sizable breasts. Her stomach was well defined from taking Karate, attached to a pair of wide and curvy hips. Hips showed off by her almost skin tight white pants. Puberty definitely hit head on when it came to his girl.

Earlier that day he had already packed and placed his things in the rust bucket, the nickname for Grandpa Max's RV. He was tall and surprisingly fit for his age. The man was in his sixties, the most obvious sign being his gray hair, though some would credit this to his service as a Plumber.

Unlike in the traditional since, the Plumbers he worked for was a special corps of planetary protectors against hostile Aliens. Of course there was more then just fighters as the organization also contained, scientists, weapon makers, and individuals skilled in other fields that would be used to ensure the safety of the planet. He heard from his 'aunt' and 'uncle' that Gwen was in the town taking care of some business so he decided to go and pick her up from there, since he volunteered to pick her up in the first place.

After checking a few places he finally cornered her in a book store. ''How's my cousin Gwennykins doing?'' He asked with a grin. He could feel her annoyance, her frown from behind the book she was reading.

''Buzz off I have better things to do then babysit you dork.'' When they were younger they didn't get along like kids would at that age. It was like a love-hate relationship between the siblings, but with age came maturity and differences were worked out.

''Don't be that way Gwennykins. You know you missed me.'' he teased her with a teasing grin. It was funny as either meaning could have been worked to piss her off.

''You're annoying. Have I ever told you that Ben?'' She asked flipping a page.

''Yeah…just about every other time we see each other. Come on…what's with the whole love-hate thing? I thought we moved past that…what happened to being good friends?''

Gwen scoffed and rolled her eyes. ''Yet you insist on taking every chance to take a dig at me. Albeit we're no longer at each others throats when we were younger doesn't mean I necessarily like you initially anymore then I used to. We're just family and just because I have to love you doesn't mean I have to like you.''

Ben could hear her trying to hold back a laugh. He was able to ell me the sudden change in her breathing pattern. It amazed him how many things it was possible to tell with proper training. ''Aaw Gwennykins loves me! Anyway! Got yourself a boyfriend yet?''

''None of your business.'' she snapped, feeling herself becoming rather annoyed at the fact Ben was prodding.

''I take that as a no...my guess was on the first day you sought out the biggest and meanest one and kicked his ass to scare all the stragglers way huh?''

''You know what,'' Gwen slammed her book close. ''I'm not talking to you anymore.'' She said as she hhmped and went to pay for her books.

Over ten minutes had passed and the fiery red? or was it orange haired girl continued the silent treatment.

''So…'' He tried to start a conversation but nothing seemed to work. Gwen remained silent despite Ben's attempts to get her to talk.

''Come on Gwen…you know I was just teasing, you know, like I always do.'' He said trying to get her to speak.

''I know…doesn't mean you have to be such a pain thought. '' She murmured softly in response to his teasing. She folded her arms.

Ben opened his mouth to make a comment when Gwen shot him a look that promised much pain if he continued, so he promptly closed it. ''I'm hungry…let's get something to eat.'' he suggested as Gwen agreed. If Ben was going to pay for it she might as well take him up on the offer. The place he suggested was nearby so they walked there, remaining silent.

Ben silently sobbed as he felt his wallet become lighter. In order to earn Gwen's forgiveness he offered to treat her to anything she wanted... on him. She happened to pick a nice restaurant of course. He ordered the Steak meal, with salad, potatoes, corn, and Pepsi.

''So mean…yes she is,'' He whispered to his formally fat, but now skinny wallet. He ordered Burger and Fries with Sprite as a drink. They talked about things, normal things like school and stuff.

While they were eating a couple guys from across the room were eyeing Gwen and they came over. They looked to be the typical type of punks, maybe part of a low brow gang sense there style consisted of mismatched clothes, in poor condition and black leather jackets, the only decent thing on them if you counted in the piercings and messed up hair styles, mostly Mohawks.

The leader was apparent because he was the tallest, 6'3 with orange hair and four nose piercings. ''Hey there cutie, why don't ya you ditch the looser I'll show you what its like to be with real man!'' he said with a self assured smirk. He radiated cocky and aggressive and was definitely not the sort of guy Gwen would be into.

''You're calling me a loser? You look dirt poor, your grammar is…I don't even have to get started and to be honest it looks like all the rejects from different gangs banned together to form there own gang…albeit very badly.''

Gwen giggled at what Ben said and looked at the guy and looked him in the eye, "Buzz off Ass-hole, a real man in my opinion wouldn't look poor, would be educated, and fairly attractive. Now can you go away, I'm trying to enjoy my food and looking at you is making it hard to keep it down.''

The guys behind the leader began making comments, chiding their leader.

''Damn!''

''She told you!''

''You going to let her talk to you like that?''

The leader became enraged at the comments as his first flushed in anger. '' YOU LITTLE BITCH! NO ONE TALKS TO ME LIKE THAT! I'LL…'' He never got to finish as a fist connected with his jaw with a sickening crunch. His body flew through the air and landed on the ground with an audible thump and crack. Ben hopped out of his seat and walked over to the groaning thug. '

''No one! And I mean no one talks to my Gwen like that! You got it you piece of shit!'' Ben's anger boiled as his none vacant hand twitched slightly. His eyes flashing to cerulean blue briefly then a moment later crimson red. The thug nodded furiously as he began to sweat. Ben dropped the thug and snarled at the other members who fled like the cowards they were.

Gwen was amazed at what happened. She had never seen Ben so angry…ok maybe she had but never over her. She rubbed her wrist where the thug grabbed her and was amazed how far Ben sent him with that punch. She also started to blush when she remembered the words 'My Gwen' and wandered what he meant? Surely he meant as cousins, that's it! She concluded that was what he meant.

''You okay?'' She heard him asked, in response she nodded. She dismissed what she heard and decided to finish her meal and not put too much thought into it.

A few days had passed and things were uneventful. It was quiet, serene at the camp site. Ben fought back a chuckle as Gwen looked paled at what Grandpa Max was making. He felt sorry for the girl who did not share his taste. What looked like a shooting star soared over head and landed somewhere in the forest.

''I want to check something out. I'll be right back,'' Ben announced as he threw on a jacket and went in the direction of the shooting star as Gwen called out to him.

''Ben wait! It could be dangerous.''

''I'll be fine,'' He shouted back not waiting for any other declarations to stop him. He traveled through the forest following the smoke and the smell of some sort of metal. He came to a crater and walked down as he noticed a glowing green light. The first thing that came to mine was radiation but the atmosphere would be toxic in some manner. He got closer to the wreckage and saw it was some sort of pod. The pod opened and a watch like device appeared. ''No way...could this be?'' Ben had heard rumors of some kind of watch like device on his way hear. A weapon that allowed the user to assume the form of numerous alien like forms. So why on earth did it crash here?

Suddenly the thing latched onto his hard. No matter the amount of force Ben used it wouldn't budge. ''Shit!'' After another minute of trying he relented and climbed out of the crater where Gwen was waiting for him.

''Ben why did you...what is with that watch? You didn't have it before.''

''The wreckage contained some sort of pod. The blasted thing latched on me. No matter how hard I try I can't get it off.''

''Have you tried activating it?''

''Let's see...hopefully I don't blow off my own ass or something,'' Ben murmured as he tried activating the dial. He turned it and then the face popped up. The silhouette of something humanoid appeared and he pressed down on it. Gwen shielded her eyes and stepped back as a bright green light enveloped the area. The light died down to reveal a humanoid being, much taller then Ben and made out of fire. He was a mixture of orangish-yellow with patches of red all over his skin saved for his face that was like a candle flame.

''BEN! You're on fire!'' Gwen shouted in disbelief.

Ben smirked or what could be considered a smirk and said, ''...finding me 'hot' all of a sudden cousin?'' He teased as Gwen frowned and told him, ''Get over yourself hothead.'' She paused for a moment and asked, ''Aren't you...'' She paused trying to find the right word.

''Hot? No, I feel...different, but not in the way you were expecting.''

''Let's go find Grandpa. Maybe he'll know something,'' she suggested, even though in her mind this wasn't an occurrence that normal or most people could even conceive.

Ben nodded at Gwen's suggestion, despite the irony of it.

It took all but three minutes to explain what happened when they got to the camp site. ''...and this is the result?'' Max finishes as the two teens nodded. Max sighed as he tried to figure something else. After five more minutes passed Ben decided to try something else. In another flash of light he transformed in some sort of beast. Vaguely canine-looking with features between a lion and gorilla hybrid. Not to mention gills on his neck which seemed to give him radar like sight due to the fact this form didn't have eyes.

''Ben!''

The Vulpimancer turned to the voice as it's tail moved about slightly.

''You shouldn't screw around with the watch. What if you turn into something dangerous.''

The Vulpimancer started to sniff Gwen.

''Hey you...what are you...'' 

''I've been waiting for a long time to speak with you. You have a good heart kid. You remind me of myself a bit. I've longed for a successor. I shall partially awaken the Master Control. Use the Power of the Ten representatives well. It is up to you to master the full power of the Omnitrix.''

The Vulpimancer disappeared as in it's place stood Ben. ''Whoa...that was a rush.''

''Ben...you're you...what happened.''

''I don't know. I think the Omnitrix spoke to me.''

''Omnitrix?'' Max questioned as he walked up. It was already decided that they pack things up and get ready for a trip early tomorrow morning.

''Yeah. My mind was filled with this rush of information. A device like this can not fall into the wrong hands. From what the voice told me I can use at least ten of these alien forms.''

''Aliens? A transforming watch? This whole thing is crazy. Why are you two so calm about this?''

Ben and Max shared a look.

''Should we tell her gramps? I mean she is old enough. It'll be a lot easier if we didn't have to hide things.''

''Tell me what? What's going on?''

Max took a deep breath and gestured Gwen to sit down in one of the lawn chairs they brought for the trip. ''To begin, when I said I used to be a plumber, I didn't mean your garden variety Mr. fix-it of sinks and plumbing. I was a member of an organization of the same name. A law enforcement officer that deals with extraterrestrial activity. Originally the Plumbers were a debunk government agency, but in recent years because of all the alien activity and advancement, which included extraterrestrial recruitment the agencies of similar names and goals combined and formed an intergalactic police force that deals with the affairs of all life.''

Gwen was massaging her knees, trying to take in all that she heard. It was simply; it was insane but yet...seeing her cousin stuck with some kind of device that turned him into 2 of possibly 10...creatures...no more then moments ago made it hard to argue against.

It was then Ben spoke up. ''I happen to know because I had a run in with an alien life a few years ago.''

''So Area 51 and all those space saucer sightings?'' The red-head voiced.

''Not quite all of them were real, but more some then others. A girl smart like you should know plenty about politics. How things are often covered up by the government. Especially incidents that would make them look bad.''

While this was going on up in a space a ship that was fresh out of battle was undergoing repairs. In a rejuvenation tank was a bluish-green squid like alien who was worse for wear. Three of his limbs were practically gone, with only a small portion of his right arm intact. While he was being healed by tiny machines a subordinate was informing him of something.

''Sir, during our battle with the Uxorite Xylene when our bridge was damaged many of our systems along with our systems were damaged. It will take weeks before our ship will be fixed my excellency. Though our trackers have indicated a transmission from the Omnitrix. It has been active for about three hours my excellency.''

''Send the drones to those coordinates and retrieve it now!''

''..en...BEN!''

'Huh?'' He was awaken from his stupor by Gwen's voice.

''There's something I've been meaning to ask you. About what happened at the restaurant. Ben...I...''

Ben's body jerked as he gaze went to the trees.

''Ben what's Wraaaaah!'' Ben tackled Gwen to the ground as a laser beam shot right over them.

''Gwen stay down...'' Ben told her as he got up and activated the Omnitrix. A large orange machine with four metallic legs ripped the trees out of it's path. From it's head emerged some kind of scanner as it locked onto Ben.

''Target Located! Destroy Life Form and Acquire Object!'' It's cold metallic voice stated.

''Time to turn up the heat then ugly!"' Ben slammed his hand down onto the watch.

Instead of turning into a humanoid form of fire Ben found himself turned into some sort of creature made out of a green diamond like substance.

''Well shi...'' Before he could finish his swear he was blasted by the red beam by the metallic creature sending him crashing towards several trees.

''Ben!''Gwen shouted out to him, first thought on her mind going to her fallen cousin when she was held back by Max. ''GRANDPA! WHAT ARE YOU DOING! BEN HE'LL BE...''

''GWEN! Calm down! He'll be fine! We need to worry about getting any nearby citizens out of here or they'll be caught in the fight.''

Ben stood up and shook off the attack.''Hardly fazed.'' He said as he held up his hand.

'Use your crystals like projectiles!'

Ben's eyes widened slightly at this. Was that the voice from the watch again? Either way he decided to listen to its advice.

The machine continued moving at him with it's spider like legs. From who of the hatches Saws were produce and revved up.

The diamond creature's hand shift into spiky crystals and were fired at the machine. The crystals made scratches but the dents were hardly enough to slow down the machine as it steadily advanced. ''Fine! Close range it is!'' Focusing again the crystals shifted into one large blade. Ben charged forward and thrust his arm forward as the Saws connected with it. Sparks started to fly about as the saws began to ground at the tough diamond like subject until it's edges started to dent and fly apart. Picking up one of the saw blades Naruto stabbed into the creature's arm.

He was able to pierce the hull. He was knocked back by one of the creature's leg and landed on the ground on his side with a thud. ''Damnit! This is going to be tougher then I thought.'' Getting up again he charged again, paying extra care to knock be caught off guard by the creature's legs. He attacked the whole again, making the piercing in the machine even larger. Taking careful aim he shot several crystals into the machine hoping to damage it's circuits. As luck would have it the foreign material in the machine caused it's systems to work triple time trying to run despite the cloggage. The machine began to overheat and exploded.

''Well at least that takes care of...'' He didn't even get to finish as he was blasted by a laser and driven into the dirt. He turned around and came face to face with another one of those machines. ''You guys are pest!''

''I shall partially awaken the Master Control. Use the Power of the Ten representatives well. It is up to you to master the full power of the Omnitrix.''

Remembering the voice from before he decided it couldn't hurt to see what else he could become. He changed this time into some sort of wraith like creature. This transformation felt different, as if more malignant or dark. Maybe it was just after effect of so many changes. Phasing into the machine he ripped it apart inside out as he phased some of it's opponents clears right out of it. The machine fell to the ground in a wreckage with ease. It was then the Omnitrix started beeping. He made a mad dash or glide to the forest so no civilian would catch sight of the detransformation. Out of the green light came an exhausted Ben.

''Lord Vilgax after 30 minutes the Omnitrix has timed out. Both of the drones have been terminated. Should I send a collector to salvage the box so we can extract information from the combat?''

''Do so immediately. Whoever this being is was able to partially unlock the Omnitrix's Master Control. I want you to use that new Serum we acquired.''

''Lord Vilgax that serum is untested it could...''

''Do not question my command drone. It is imperative my recovery is sped up before that being learns how to harness the Omnitrix and become an actual threat.''

The drone merely complied, not wanting to anger his master any further.


	2. The DC Incident!

**Summary for the Chapter:**

> The Tennysons arrive in DC and run afoul of a mad geneticist.

Warrior of the Omnitrix

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Story Start

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The latest visit of this summer vacation was none other than the nation's capital Washington D.C. Many monuments and other things pertaining to history were situated there. The White House along with the Washington Monument, and other historical monuments.

Six days had passed since the incident at camp site. Everyday Ben had been extensively practicing with each of the alien forms learning their strengths and weaknesses. Working on and timing the duration of which he could maintain each form. Though as expected there was always some sort of crime going on.

'Was it really necessary for you to change your form so many times?'' Gwen asked as Ben assumed his 'normal' form. He had just finished stopping some bank robbers.

''Maybe...XLR8 for speed to catch up, Four Arms to halt their vehicle, Diamondhead so they would use up all their bullets, and Savage (Wildmutt) just to scare them. I say that's a nice usage wouldn't you?'' He asked as she gave him an acquiring. ''I thought nicknames would suit them.''

''Definitely sounds like something you would come up with!'' Gwen countered with a shake of her head.

''Something tells me that wasn't exactly a complement.'' Ben dryly remarked. "Anyway I don't know about you Gwen but I'm getting kinda hungry.'' He said as the Door of the Rustbucket open.

''Just in time...I'm planning on making Sushi tonight.'' Max happily announced.

''Eel and Octopus surprise right?'' Ben dryly asked.

''I think I'd rather go with a salad tonight,'' Gwen said, not wanting to hurt Max's feelings, but not wanting to have to go to the hospital to get her stomach pumped all the same.

'Come on...just try it, it's not going to kill you to broaden your tastes.''

''Well some of us have normal appetites and aren't bottomless pits,'' Gwen said gesturing at Ben.

In the outskirts of the city in a makeshift lab under a warehouse an open space was filled with numerous caged animals. All screeching and roaring as they fought to escape their confines. An older gentleman type with long white hair was working on a helmet. This man with lime green skin was wearing a black undershirt and pants. He had weeks ago been kicked out of his apartment because he was unable to pay his rent. Said rent he was putting into his research. He moved over to one of the cages containing a Frog. He said it on the ground and turned a dial on his helmet as a beam hit the frog. The creature started to grow several times it's size. The creature also grew extra eyes and horns.

''Aah yes...the Transmodulator is complete. Now to test run my DNA Rearranger/reanimator." He mumbled to himself.

One of the things he had taken with him from the apartment was a TV. A commercial flickered to life that drew the golden eyed man's attention.

''Get all of your electronic supplies, and whatever other needs, at the Mega-Mart! We have low prices on everything today!"

"Well, that's convenient. Just what the doctor ordered."

The next day at the Mega-Mart there was an assortment of all sorts of things. Video Games, Electronics, Furniture, Food, and just about everything at low prices. In other words that dimension's Wal-Mart. Ben was currently examining a Single Lens Reflex camera. The camera was quite sophisticated with full manual control of exposure and focus. Not to mention it accepted interchangeable lens.

He thought with a mischievous grin. Suddenly a large boom came from the direction of the electronics store.

From the side of the wall emerged Animo on top of his giant mutated frog. The clerk of the countering who was cowering for some strange reason asked who he was.

''I am the world famous Geneticist Dr. Animo!"' He proclaimed pompously.

''Ben wha...'' Gwen had run up to Omnitrix bearer hearing the disturbance. ''What in the the world?'' She cried out in shock.

''No time to explain. Go get Oji...I mean grandpa and tell him we have a situation. You two get the civilians to safety while I take care of this freak!'' Ben declared as he activated the Omnitrix and took on the form of Diamondhead.

''Just be careful okay,'' Gwen told Ben feeling unease about the situation..

''Aren't I always?'' He responded with what Gwen assumed was a smirk.

''Do you really want me to answer that?'' She dead panned as Diamond head took off. The mutated frog continued to leap around as it crushed carts and anything else in its path. People were screaming and running in all directions and children were crying. There was a mass hysteria.

''Run!''

''Oh my god what is that thing!''

''Dude we got to put this on Youtube!'' One dumbass teen said taking out his camera phone and tried and film only for one of the mutated feet of the creature's striking him and sending him flying through a glass window. The frog left into the mall's sizable fountain to suck up some moisture much to the scowling Scientist's dismay.

''Blasted Amphibian. Maybe I should have gone with a Mammal instead.''

''Yo frog freak! We could do this the easy way or the hard way. Either way it looks like I'm having frog legs tonight.''

''Who dares insult the...'' Animo stopped in mid rant taking in the sight of the Diamond head. ''A diamond humanoid? My word? What sort of manner of experiment could bore such a being?'''

''One you won't get to find out!" Diamond head declared shifting one of its arms into a crystal and firing shards. The Frog jumped out the way. It attempted to latch onto the diamond humanoid only to have its tongue slashed by a sharpened crystal blade. While Diamondhead was dealing with the mutation Animo took the opportunity to sneak off to the Electronic section. Browsing through the devices of the selection until he came across a dial. Using tools from his belt set he added to his helmet.

''At last… with this dial I can reanimate creatures that have long sense become extinct.''

Meanwhile Ben decided to change tactics. With a switch he went from the Petrosapien to the Pyronite. Using a series of eat blasts he quickly dried up the moisture of the fountain and bombarded the mutant creature until it began to retreat.

'There's no telling who could be harmed if I let that thing go. I have no choice!' Tapping the Omnitrix symbol he tried to exert the need of a necessary alien to stop this creature to the Omnitirx through his will.

In a flash of green light he transformed into his darkest alien yet. A shadowy ghost like being with gray cloth like skin though that was only in appearance. In the middle of his face was a black iris with orange sclera. Ben felt a certain rush of coldness. A pale uneasiness. It was like there was a voice in the back of his head. It was just like before. Shaking away the thoughts he chased after the creature. Charging into it he phased right through the creature's body, shredding it's insides before phasing out and becoming tangible. The creature in mid hop had crashed to the ground as its body immediately shut down, following by death.

''First a Diamonoid and now a Wraith? That won't stop me! Nothing will stop me!"' The Geneticist declared. ''My pets! Come to me!"' He commanded as two giant mutated snakes and parakeet appeared. ''Destroy them!'' He ordered the snakes as he made his escape with the Parakeet.

One snake was dark brown with light brown sides and dorsal blotches. Its belly was a cream color with black markings. When the Ghost alien got closer the creature coiled into a tight ball with its head and neck tucked away in the middle.

''Ben the Ball Python isn't that dangerous! Watch out for the Elapidae!'' He heard Gwen shout from behind one of the pillars.

''Gwen!'' The alien creature exclaimed more menacingly when he attended to. ''What are you doing!?''

''Grandpa Max is still evacuating civilians and I was making a last round!'' She exclaimed as the Ghost Alien dodged another strike from the other snake.

''What were you saying before?''

''That's an Elapidae. It's a highly venomous snake from the Tropical and Subtropical regions of the world. It has fangs that can inject venom located from the gland located towards the rear of the upper jaws.''

''Right...I better finish this in one-shot then!'' Shooting forward the alien attempted another strike only for him to turn tangible. ''Shit!"he thought as the creature reared it's fangs.

''Ben!''

Twisting at the last second he was able to avoid the fangs and collided with the body, falling to the ground with an audible thud. He wasn't sure if the venom of the fangs could hurt him in its current form, but he was ready to find out. Ben hadn't spent any time training in this form because of the uneasiness it brought him. The creature used its body to encircle the Ghost alien a sit prepared to strike. Before it could it was shot several times around its throat area by WPD.

''Scan the perimeter for Civilians!'' One officer ordered over the bangs of the shot. An officer screamed when it was struck by the other more docile snake.

Using the distraction the ghost alien floated above the poisonous snake. Not wanting to take a chance his tangibility would wear off he transformed once more back into Diamondhead as he shifted his arm into a lance, using the force of gravity to drop down and pierced the head of the creature. Slamming down upon the head he caused an audible crack causing some of the officers to fall over.

As the other snake reared its mouth Diamondhead took aim and fired several shards into its throat. The creature flailed about as the sharp diamonied tore and sliced its throat. It fell to the ground as it slowly bled to death.

''Animo could have covered a lot of ground by now!''

''Freeze!'' One of the officer's exclaimed as they all pointed their guns at the Petrosapien.

''I'm not your enemy. You're looking for a man named Animo.''

''Don't move! I don't know what you are, but you're coming with us!''

''Look at me! I'm made of diamond and if you shoot me there's a good chance those bullets would bounce off and hit you right back so...'' Diamondhead started to explain while he moved.

''Don't move! This is your last warning!''

"There is no reasoning with most peopl...''

Several shots rang out and true to Ben's words the bullets bounced back and shot the officers who fired.

'Dumbasses!' He thought as the Omnitrix started to beep. 'Shit! Not now! Come on Omnitrix! Don't fail me now!' He changed once more into XLR8. 'Yes!' Using the alien's speed he scooped up Gwen and shot out of there. When he arrived outside at the Rustbucket where Max was waiting it was obvious that Animo was wreaking havoc by all the destruction and mayhem outside.

''A warning next time would be nice!'' Gwen said with a groan. Suddenly standing to going to over 100mph wasn't good on one's stomach.

''Any news on...'' A flash of green Ben appeared. ''Animo?'' Ben finished as the Omnitrix went into recharge mode.

''There are a number of places where he could go. There's several genetic labs stationed in D.C., not to mention there's a meeting of several scientists are coming together for the Lasker Awards.'' Gwen concluded.

''Lasker Award? How do you suppose it relates to Animo?'' Ben responded as Max began to explain.

''The Lasker Awards have been awarded annually since 1946 to living persons who have made major contributions to medical science or who have performed public service on behalf of medicine.''

''Hey Gwen could you pull up something for me on your laptop?''

Normally Gwen would be hesitant because of the numerous pranks that Ben pulled in the past such as him making her a fake face book account and such, but in this instance she assumed it was an emergency.

''Pull up the latest information you can on the Lasker Award...''

After going through several articles they found one that was promising. 'Dr. Kelly Falkow is being honored for his discovery of the Statins-Drugs with remarkable LDL-cholesterol-lowering properties that have been revolutionized the prevention and treatment of coronary heart disease.'

''Can you pull up more on this Dr. Kelly and see if he has any connection with Animo?''

After skimming some more articles they found something promising.

'Dr. Kelly, former partner of Dr. Animo was saddened of his longtime friend and partner's arrest some odd twenty five years ago. The promising geneticist and scientist Animo was known for making several small breakthroughs in genetic and veterinarian scientist. This was cut short when an accident left the doctor with altered DNA and tinted green skin. He was arrested on the conspiracy of theft, skimming funds, illegal experimentation on animals and humans, along with other charges of attempted murder. Animo swore that he would show the world his brilliance one day by bringing back creatures of another time.''

''Bringing back creatures of another time?'' Ben murmured to himself. That explained those strange creatures he was commanded.

''Think about it Ben? The meeting of scientists and attacking the mall...'' Gwen started thinking about the clues.

''Which he did to get some dial.''

''Which means he's going to try and reanimate extinct creatures...''

''And only one place comes to mind.'' Ben added to Gwen's statement.

''The Natural History Museum!'' Max concluded.

''And the Omnitrix is still on recharge.'' Ben murmured to himself. If it was activated he could have easily got there in no time.

''Hop in the rust bucket. We have to get to the Museum and stop Animo before he animates any extinct creatures and harm anyone.'' The three piled into the Rustbucket as Max took the keys out of his pocket and turned it on. They took off at nearly break next speed. The streets were relatively empty with the exception of some cops that were heading in the direction of the disturbance.

It didn't take long for them to reach the museum. Luckily enough the Omnitrix had recharged.

''I'll become XLR8 and scan the lower floors.''

''And Gwen and I will search for Animo on the upper floors.''

Ben nodded in response as he transformed and was gone in an instant.

Gwen and Max went up a flight of stairs.

''Remember Gwen, becareful and cautious. There's no telling how many creatures Animo could have animated in the time it took us to get here.''

''I hear you Grandpa!'' She said as she scanned the room. A squawk alerted them to the presence of the Parakeet that was purchased on a chandelier. Jolting from its perch it shot down and attempted to swoop at the two Tennysons whom rolled out of the way. Catching sight of a Bo staff Gwen picked it up and skillfully twirled it around. Since age seven she partook in martial arts, with her being a recently earned black belt.

The parakeet gave another squawk as it flew around and came around for another strike. Using the staff Gwen struck several points in its body, flustering the creature and causing it to retreat.

''Good going Gwen but we still need to find Animo.''

XLR8 stopped in its track when he spotted the green skinned scientist. ''The game is over Animo! You might as well give up you won't win this fight.''

"Ah, my shape-shifting friend how are we doing tonight?" He asked as he turned around.

''Unless you want to experience a beating at 300 miles per hour I suggest you surrender.''

"And why should I surrender? With this device I can not only change the DNA structure of animals, but it can also reanimate them!" Animo spun and turned on the ray just as XLR8 shot forward and knocked it away.

''Damnit!'' If there was one thing that annoyed Ben about these forms was that even simple actions proved to take some time to get used to. It didn't help that he hadn't even partially master ten out of who knew how many forms.

''And now I can finally reclaim my revenge!''

The animated Mammoth began rampaging. ''All the speed in the world means nothing against something like that. Looks like I have to change tactics!''

Elsewhere Animo had set his sights on the next creature. A Tyrannosaurus Rex.

''Aah so the shape shifters friends have arrived. You've pest have stuck your nose where it doesn't belong!''

He declared animating the beast. Before it could attack the Mammoth burst through the wall and collided with the beast.

The Tetramand readied his four arms. ''I'll handle the two beasts.''

''You seem cocky shape-shifter. Let's see how cocky you are when I animate for beasts under my command!''

Twirling the staff some more and picking up Momentum Gwen sent the stick flying, causing it to smash against the Transmodulator.

''Blasted girl!'' He cried out picking up the device. ''T-Rex! Knock down that wall!'' He ordered as the creature in mid rush changed his direction and knocked down a wall. The mammoth meanwhile continued his path only to be halted by Fourarms. The continued tried to crush the Tetramand who used his strength to halt the creature. Tightening up his muscles and arching his back he hoisted the creature and slammed it down on the floor. He repeated the action a few more times until he sure the beast wouldn't recover from his injuries.

''Ben! Animo is getting away!''

''Trust me grandpa! He won't this time!"' The Tetramand stated as he followed through the whole the T-rex made. Building up a running start he leaped and cleared a decent amount of feet causing a small five feet wide and few inches deep crater. He continued, building up more speed each time as he followed the wave of destruction. When the Tetramand had caught up people were screaming and fleeing from some building. Exiting a giant T-rex shaped hole he spotted Animo and the T-Rex as they had a group of scientists and other people cornered.

''Kelly! You traitorous bastard! You framed me! You all threw me to the wolves!'' the mad man raved.

''Animo for god's sake you were experimenting on Fetuses! You threw yourself to the wolves!''

''Don't act innocent! You were the one who planted all that evidence on me. You all took everything away from me. My money, my achievements, my life; you took everything from me. And now I'll take your lives!'' The T-Rex gave a roared as it reared his teeth. The tetramand dove forward and yanked its tail. The creature let out a roar of pain as Animo toppled over and fell to the ground with a sickening thug. Tightening his grip he spun around several times as he launched a creature through one of the large glass windows. The creature landed into one of the large artificially created body of waters.

The Tetramand dove after the creature and swam over its emerging head. Using his lower left arm he punched the creature in its left eye as he used the rest to dip into the creature's tough skin. Trying to shake him off and catch him in its teeth the creature flailed about and slipped causing it to submerge once again.

'I thought Zombies hated water.' Ben thought in annoyance as the clearly zombified creature with parts of its body exposed. ''Damnit! I don't think that phasing trick with the Ghost is going to work. How the hell am I going to stop this creature?' The Tetramand was flung off as the creature prepared to strike. Ben started fiddling with his watch.

'Danger levels rising...situation level Moderate. Proper choice of action will be presented.'

A silhouette of an alien Ben never seen before appeared. It was a cross between a fish and iguana. Deciding that the situation couldn't get any worse he transformed. The blue skinned hybrid like all his forms was wearing his clothes tailored to fit his form. The blue skin hybrid was also fitted with three dorsal fins reaching down his back, and gills on the sides of his head. He also has small spikes around his face.

Launching out of the water with the T-Rex right behind him the new alien froze the body of water instantly. Just in time as that familiar beeping sound was occurring. Hurrying back to where the Animo was the new alien launched an icy blast from his mouth destroying the Modulator. And of course the authorities showed up late when the situation was dealt with. Thankfully enough the scientists and such took off leaving no one to witness the detransformation.

The Rust bucket pulled in as well, but from the opposite side.

''Get in!'' Gwen exclaimed as Ben jumped through the open door. With that they began driving off before they could be stopped by the authorities.

''The Boys in DC are going to have their hands full trying to explain all this.''

Elsewhere in a building not too far from there another development was occurring. Two men in black suits walked into a room carrying folders. Behind the desk was a man in their sixties wearing a crisp dark blue suit. The folder was placed on its desk with pictures of the battle at the mall and museum.

''Sir?'' One of the two men asked as the man behind the desk focused on the pictures.

''Contact Magister Xina and tell her we have a problem!'' The man said as he dismissed the two suits.


End file.
